GETY - NYSE

Before we begin, we would like to note that due to the ongoing regulatory review process, we will not be able to comment on the status of the merger with Shutterstock or the first quarter 2025 Shutterstock operating results. We appreciate your understanding, and we'll share updates as soon as we are able. This call will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks, uncertainties and assumptions, which could cause our actual results to differ materially from these statements. These risks, uncertainties and assumptions are highlighted in the forward-looking statements section of today's press release and in our filings with the SEC. The links to these filings and today's press release can be found on our Investor Relations website at investors.gettyimages.com. During our call today, we will also reference certain non-GAAP financial information, including adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA less CapEx and free cash flow. We use non-GAAP measures in some of our financial discussions as we believe they represent our operational performance and underlying results of our business. Reconciliations of GAAP to non-GAAP measures as well as the description, limitations and rationale for using each measure can be found in our filings with the SEC. After our prepared remarks, we'll open the call for your questions. With that, I will hand the call over to our Chief Executive Officer, Craig Peters.

Thanks, Steven, and thanks to everyone for taking the time to join us today. I'll begin with a high-level view of the quarter, after which Jenn will add more detail on our performance. First quarter revenue for 2025 was $224.1 million, representing growth of 0.8% or 2.6% on a currency-neutral basis. Adjusted EBITDA was $70.1 million for the quarter, down 0.1% or up 2.2% on a currency-neutral basis. We continue to see growth in our annual subscription business, driven by our corporate sector, which remains in steady growth, with gains across premium access and Unsplash+ and with strong demand for video, news and sport. As expected, our revenue was impacted by early FX pressures, which has since reversed, tariff-driven uncertainty impacting customers' investment and continued softness in our agency, production and entertainment sectors, the latter due to impacts from the LA fires. We delivered a strong start to the year in our sport business, where we are a trusted strategic partner across the full spectrum of the sports ecosystem. WWE, Major League Soccer and the National Women's Soccer League all signed as new exclusive partners, while we renewed our long-standing partnership with UEFA. Additionally, the Formula 1 series launched its 75th anniversary season, where we hold an official designation for the series itself, along with the commercial relationships with teams, including McLaren, Red Bull and Aston Martin. Our industry-leading sports operation and commercial teams, photographic talent and global distribution platform make Getty Images the partner of choice and therefore, the premier destination for photographic coverage around this landmark year. In entertainment, our expert production team partnered with the Academy of Motion Picture Arts and Sciences, the Elton John AIDS Foundation Oscar Party, the Vanity Fair Oscar Party, GRAMMYs and BAFTA, to name a few. In the quarter, we also renewed content partnerships with Boston Globe, MTV and welcomed new video partner, Bader Media. Our custom content solution continues to be popular with customers across different sectors who value the hands-on experience of this team and data-backed visual insights, which produce visuals targeted for the customer-specific needs. This level of targeted content production is unique to Getty Images and one of the reasons companies like 3M and Fujitsu are repeat customers of this product. Finally, I'm proud to see our expert photographers recognized by industry peers across a range of categories and award ceremonies during the quarter. The team was honored with 115 awards of excellence in categories, including news, sport and politics at ceremonies such as the White House News Photographer Association Awards, the SJA British Sports Journalism Awards, NPPA's Best of Photojournalism Awards and World Press Photo. Award-winning talent, prestigious partnerships, unique access, deep expertise embedded across our staff and our exclusive contributors, comprehensive coverage and archive, long-standing customer relationships and a high-quality e-commerce offering are all at the core of our durable business and what sets Getty Images apart. In terms of the proposed merger with Shutterstock, we received a request for additional information from the DOJ in the US and the CMA in the UK. Neither of these was unexpected given the nature of these regulatory processes. In the months ahead, we'll continue to work with the regulators to obtain all necessary approvals and we continue to expect the transaction to close in the second half of 2025. Looking forward, our experience has shown that we can navigate challenging environments by remaining flexible and financially disciplined. And with an annual subscription business that represents more than half of our revenue, we're positioning the business to adapt to the potential macro uncertainty ahead. Our first quarter results are largely in line with our expectations and we feel good about the start to the year even with some of the challenges in the first quarter. As we look out to the remainder of the year, we remain on track to deliver our 2025 outlook. Through it all, including the ongoing macroeconomic uncertainty, we're committed to investing in the core assets of the company and continue to evolve our offering in ways to deepen our relevance for our customers. With that, I'll turn the call over to Jenn to take you through the more detailed financials.

Our Q1 results reflect a solid yet challenging start to the year. As anticipated and discussed on our Q4 earnings call, the Los Angeles fires, early FX pressures and the broader macro uncertainty impacted our first quarter results. That said, we focused on executing through these challenges and delivered low single-digit top line growth combined with a healthy adjusted EBITDA margin. Q1 revenue was $224.1 million with year-on-year growth of 0.8% or 2.6% on a currency-neutral basis. Included in these results are certain impacts of the timing of revenue recognition which contributed approximately 320 basis points to Q1 growth. Annual subscription revenue was 57.2% of total revenue in the first quarter, up from 54.7% in Q1 of last year and also up from 53.8% in 2024. In total subscription revenue grew by 5.4% or 7.2% on a currency-neutral basis, driven primarily by growth in our premium access offering. We added 56,000 active annual subscribers to reach 318,000 in the Q1 LTM period, an increase of approximately 21% over the comparable LTM period in 2024, driven by our e-commerce businesses iStock and Unsplash+. Of the 318,000 annual subscribers in the LTM period 53% were brand-new customers and 28% were customers in our growth markets across Lat Am, APAC and EMEA. Our annual subscription revenue retention rate was 92.7% in the Q1 LTM period, up from 90% in the corresponding 2024 period. Paid downloads were down slightly at $93 million, while our video attachment rate remains in steady growth, rising to 16.7% from 14% in the Q1 2024 LTM period. Editorial revenue was $82.6 million, an increase of 4% year-on-year and 5.6% on a currency-neutral basis. Key growth drivers in this quarter included our coverage of global news events and sports. Our entertainment business was down due to the impact of the LA fires while the archive was flat. Creative revenue was $132.2 million, down 4.8% year-on-year and 3% on a currency-neutral basis. Within creative we saw strength across our premium access subscriptions demand for video and continued growth in Unsplash+. While our corporate business continues to perform well, our agency business which is accounted for entirely within creative was down high single-digits due primarily to declines at the large network agencies. Being an almost entirely à la carte business, agency is where we usually see a slowdown in spending and investment as agency customers navigate periods of potential macroeconomic uncertainty. Our media business saw a mid single-digit decline, primarily due to the impact of the LA fires on our broadcast and production customers. This pullback, which is reflected across both creative and editorial, had the largest impact in the first two months of the quarter with the media segment returning to growth as we exited the quarter. Other revenue was $9.3 million, an increase of $5.3 million from Q1 2024, driven primarily by two new multiyear creative content deals that included some level of AI rights with heavier upfront revenue recognition. Across our major geographies, we saw currency-neutral revenue growth of 6.4% in the Americas, which is our largest region with respect to revenue while EMEA was down 3% and APAC was down less than 1%. Revenue less our cost of revenue as a percentage of revenue was consistent and strong at 73.1% in Q1 compared with 72.9% in Q1 2024. SG&A expense was $98.3 million, down $2.7 million year-on-year with our expense rate decreasing to 43.9% of revenue from 45.4% last year. The lower expense rate was due primarily to a $4.6 million decrease in stock-based compensation. Excluding stock-based compensation, SG&A increased to $93.7 million in the quarter or 41.8% of revenue, up from $91.8 million or 41.3% of revenue in Q1 2024. The increase in spend primarily relates to professional fees incurred for our ongoing litigation with Stability AI. However that spend was in line with our expectations for the quarter. Adjusted EBITDA was $70.1 million for the quarter, down 0.1%, or up 2.2% on a currency-neutral basis. Adjusted EBITDA margin was 31.3%, compared to 31.6% in Q1 2024. CapEx was $15.7 million, up $1.3 million year-over-year. CapEx as a percentage of revenue was 7% compared to 6.5% in the prior year period. This increase was driven by the timing of the payment of 2024 performance compensation, a portion of which is capitalized. Q1 CapEx remained within our expected range of 5% to 7% of revenue. Adjusted EBITDA less CapEx was $54.4 million, down $1.3 million year-over-year, representing a decrease of 2.4% or an increase of 0.5% on a currency-neutral basis. Adjusted EBITDA less CapEx margin was 24.3% in Q1 compared to 25.1% in Q1, 2024. Free cash flow was negative $300,000, down from $7.1 million in Q1 2024, primarily due to the impact of cash outflows tied to merger related expenses. Free cash flow is stated net of cash interest expense of $38.2 million and cash taxes paid of $4.6 million in the first quarter. We finished the quarter with $114.6 million of balance sheet cash, down $19.6 million from the ending balance in Q1 2024 and down $6.6 million from Q4 of 2024. The lower cash balance relative to Q1 2024 is due to $55.2 million of voluntary debt paydowns executed over the past 12 months, and $12.5 million of financing outflows related to the refinancing of our term loan. As just mentioned, during the quarter, we completed the refinancing of the existing term loan structure, replacing our old term loans, which were set to mature in February of 2026 with new loans now maturing in February 2030. As of March 31, we had total debt outstanding of $1.36 billion, including $300 million of 9.75% senior notes, $580 million of USD term loan at 11.25% fixed rate, $476.1 million of euro term loan converted using exchange rates as of March 31, 2025 with an applicable rate of 8.375%. We also have a $150 million revolver that remains undrawn. We ended the quarter with a net leverage of 4.1 times compared to 4 times at the end of 2024. That slight uptick in net leverage primarily reflects the impact of the February refinancing and the impact of the weaker dollar on the value of our euro term debt. We continue to assess market conditions with respect to any potential refinancing or redemption of the $300 million of bonds. Considering the foreign exchange rates and applicable interest rates on our debt balance as of March 31 and factoring in the new mandatory amortization on the euro term loan, our estimated cash interest expense for 2025 is $133 million. In summary, we ended the first quarter with positive operating metrics and a healthy and growing annual subscription business which helps to mitigate some of the potential impact from macroeconomic volatility. We continue to see opportunities to build positive momentum, expanding our customer base, our annual subscription business and our geographic footprint and driving greater video consumption. Now, turning to our outlook for the full year 2025. Taking into consideration the impact of the weaker dollar and assuming full year 2025 FX rates with the euro at 1.10 and the GBP at 1.30, we are updating our guidance for FX with impacts as follows. We anticipate revenue of $931 million to $968 million, down 0.9% to up 3.1% year-over-year. On a currency-neutral basis, this represents a decrease of 1% to an increase of 3%. This remains unchanged from prior guidance. As you think through the cadence for the year, we would expect to see growth trends from Q1 continue into Q2, with tougher comparisons flattening growth in the back half of 2025. The update to our guidance reflects the $1 million impact from FX, inclusive of the $3.8 million headwind in the first quarter, which will be offset by a benefit for the rest of 2025, including an estimated $1.4 million in the second quarter. We expect adjusted EBITDA of $277 million to $297 million, down 7.6% to 1.2% year-over-year or down 7.9% to 1.4% currency neutral. Included in the adjusted EBITDA expectations is a similar cadence for the estimated FX impact with an approximate $0.5 million tailwind in 2025 inclusive of the $1.6 million headwind from the first quarter, offset by a tailwind across the remainder of the year which includes an estimated $0.5 million in the second quarter. Please note this guidance includes the anticipated impacts of the odd year versus even year editorial event calendar comparison, as well as the impact from disruptions in production activities due to the LA fires and some continued lag in the return to pre-Hollywood strike production levels. Additionally, the second half of 2025 faces tougher year-on-year comparisons, given the year-on-year lift in performance post strike during the second half of 2024. On the cost side, our guidance continues to include approximately $8 million in one-off increases in SG&A, which were disclosed during our Q4 earnings call which will be largely concentrated in the Q2 to Q4 period, as we accelerate our SOX compliance efforts in 2025. Please note, all other merger-related costs are not included in this guidance, as they are considered one-time in nature, and therefore, excluded from adjusted EBITDA. Finally, any potential broader impacts, which may result from the trade wars and other global macroeconomic conditions, remain unknown and may not be fully reflected in this guidance. With that, operator, please open up the call for questions.

Thank you. [Operator Instructions] We'll go first to Ron Josey with Citi.

Great. Thanks for taking the question. I have one for Craig and one for Jenn. Craig on the subscription side, you talked about the strength and the mix shift to corporate. Talk to us more about that mix shift to corporate, what you're seeing from a demand perspective. And as we look at the numbers of overall ending or active annual subscribers, it looked like growth maybe ticked down a little bit. So wondering, if there's maybe a change in the size and scale of your subscriber base. That's question one. And then Jenn, I think I heard you say for 1Q there was some timing of revenue in the quarter about 220 basis points impact, but also some impact from FX and tariff uncertainty and agency headwinds and fires. And just -- I think you said this, but I just want to confirm are we beyond most of those notwithstanding maybe changes to the macro?

Great. Thanks, Ron. On the subscription side of things, we're seeing really a continued trend that has been a trend for almost more than a decade now, which is the continued build-out of internal corporate marketing group's, creative groups in support of their owned and operated marketing to their website their social media, et cetera their sales and marketing lateral. And that's been a long driver about increasing not only our corporate segment, but the subscription business from the corporate segment. And so that's one driver that continues. And the other one is really at the iStock level. Our small and medium-sized businesses, there largely are -- we classify within the corporate segment. And we've been increasing the volume of subscriptions and the prominence of subscription on that website and service. But those are the real drivers. We have been testing out of that a bit, on the iStock side as we optimize to get the right blend between subscription customers and a la carte. So that is going to slow. And I think, we've mentioned that over time our subscription growth will slow. But we continue to be encouraged by the take-up that we're seeing at iStock, and continue to be very encouraged by the revenue retention and renewal rates on the subscription side of things, overall, most emphasis on that within the corporate space. Jenn?

Yeah. Hi, Ron. So the revenue recognition item that's actually a quarterly accounting entry. So that's the ASC 606 entry. I think for the most part we do try to quantify that on every call. So that's a standard item. I wish, I could say that one is going away, but we'll continue to have that every quarter. Again, that's just intended to smooth out revenue to align with when you've met your obligations to your customers. Over time, the intent is that that nets out to zero but it can have a little bit of impact positive or negative on a quarterly basis. The other items, I think that you mentioned that I mentioned that impacted Q1 LA fires FX pressures broader macro. LA fire impact specifically on the production side of things, we expect that that's going to be a little bit of a continued impact for us. Again, that's embedded in the guidance. FX pressures again as you know we see FX volatility move around. We did take the step this quarter to go ahead and update our guidance for that, because we did see a decent size movement from the last time we shared out guidance. So we'll continue to monitor that update guidance as is appropriate. Broader macro, again, to the best of our ability at this point that is baked into our guidance. We caveat towards the end don't know anything specific at this point that, we're seeing in the business related to tariffs or trade wars or how that evolves. So again to the best of our ability all of that baked into guidance. As we see something more material we of course take that into consideration.

Great. Thanks, Craig. Thanks, Jenn.

Thanks, Ron.

We'll go next to Mark

Thank you. Hi, Jenn and Craig. Jenn, a question for you. Your annual guidance implies constant currency acceleration at least a modest one for the rest of the year. And I was just hoping you can maybe share where you expect that acceleration to come from? And -- or what your present guidance assumes in terms of data licensing revenue versus the prior guide? And then Craig a broader question. Can you just remind us again on the specifics of the ruling you're hoping to get from existing litigation protecting your copyrighted content against Gen AI training maybe specifically with Stability AI and others. And then in parallel can you also clarify what your copyright protections are in place covering your exclusive content likeness agreements similar to what you have with like partners like the NBA and Major League Baseball? We're obviously seeing increasing AI models within social media that are enabling the capturing and doctoring of images in these sports partners and the like. So just trying to get a sense roughly sort of what boundaries are in place that protect you on the content likeness side of things. Thanks.

Jenn feel free to start.

Yes. So with respect to currency neutral guidance so on the question of data licensing and what's embedded no real change there to what was in our previous guidance. And that puts that bucket of revenue call it somewhere in the 2% to 3% give or take range of total revenue, but nothing really has moved there prior -- versus prior guidance. And then as we move through the year some of the items that I just mentioned and spoke to in prepared remarks things like some of the impacts from LA fires on the production media side of the business we think we'll start to see some improvement coming out of that relative to Q1. Still some lingering impact from Hollywood strikes. That side of things still not 100% back to pre-Hollywood strike levels. But again feel like as we move through the year we'll start to see improvement there. And then more broadly the areas where we think we have growth remain the same. And that's frankly continuing to drive that subscription business. We noted in the remarks there we're seeing a lot of that growth come from new customers and we're seeing a lot of that growth come from geographic markets where we're tapping into new customer segments. So a lot of opportunity there for the business as we grow that subscriber base again many of whom are coming in new to the business. And then areas across video continuing to see traction on the video side of things continuing to monetize our Unsplash business specifically, Unsplash+ paid subscription which continues to do quite well. So a lot of the same growth levers that we've been tracking along on and then some improvement in some of the macro elements that impacted Q1.

Thanks, Jenn. And Mark, I'll do my best to navigate the world of AI and copyright in a relatively short amount of time. So let me be clear. Right now the world of AI models and AI providers has largely operated in a mode of training on scraped content across the Internet and doing that under the belief that it would qualify as "fair use" or similar concepts around the globe. And that means that they are scraping content from Getty Images, they're scraping content from the likes of the NBA and Major League Baseball. And that content will include the name and likeness of those individuals. It can contain personal privacy items and contain other third-party intellectual property. What we advanced with Stability AI in the UK and in the US is litigation on that point to hopefully get clarity from the courts of whether training on copyrighted material was permissioned. Now we believe that not all training and use of copyrighted content is requires permission. There is research and development. There are non-commercial applications that can be put out there. But we want to get clarity on that because we fundamentally don't believe that the likes of companies like Stability AI should be able to train on copyrighted material and then provide these tools out into the marketplace in some cases targeting the very same market. So that trial is going to happen in June of this year in the UK. We still don't have clarity of when that will happen in the US. There is some venue questions which is why we have two pieces of litigation in there. Within the past couple of days just within the last 72 hours, we've seen the US Copyright Office issue a report that aligns to our view with respect to AI training. And we've also seen the UK House of Lords just today adopt amendments, which we fully support to their proposed UK AI Act, again which align to us. So both are welcome steps to get clarity within the landscape but they're not definitive. And we continue alongside our litigation, continue to work with our partners and other industries like the music industry, like the motion picture industry in order to advance our perspective, so that ultimately we can have a world where we both have AI capabilities and we have a world that respects creators and intellectual property and personal privacy rights. So that's what we're working through. Again, we hope we start to get some clarity on that in the coming months. And that's how it kind of works out. I do want to just state one thing that we do not do. You referenced our data licensing, where we do a limited amount of data licensing for AI purposes and machine learning purposes. And Jenn kind of gave you a view to that over the balance of the year. In no case does Getty Images license its editorial content. So we are not licensing new sport, entertainment or archival content into those deals. Again, those would be covered by personal privacy rights and intellectual property rights that we are not comfortable conveying as an editorial outlet. So there's your AI copyright 101, Mark. Hopefully, that answers the question. If not happy to go deeper offline.

Thanks, Craig. Appreciate it, Jenn as well.

We'll go next to Danny Pfeiffer with JPMorgan.

Hey, thanks for the questions. Craig, so for the first one, can you provide an update on your own gen AI offering, what the client adoption looks like and how you're seeing that adoption curve scaling over the next year along with revenue. And then Jenn, on the client spend being held back in tariff uncertainty in the first quarter, can you just provide any color on how that trend has changed since Liberation Day starting in April? Thanks.

Sure Danny. So on the AI front, we continue to see growing adoption. It's not accelerating adoption but it's consistent adoption. It's still in the low-single digits in terms of customer adoption. And from a revenue standpoint, it's still in the I want to say low-single digits I mean percentage points. And when I say revenue, it's still in the single-digit millions in terms of revenue addition into the business. But it is growing as we see our customers adopt. And I think what we've now been doing is, increasingly bundling AI into our subscriptions, because what we found was less so text to image generation. We actually found that our customers wanted to use the model and the capabilities, in order to modify existing pre-shot content. And so by bundling that together, we make that easier for the customer. And so I expect, we'll see more adoption in the future as we roll those out. And we're just early stages, in terms of rolling out those bundles across iStock and cross Getty Images. But we think that's a good thing for customers, because we see -- we hear positive feedback. We see them doing things that they would have historically taking them a lot of time in software products, to increase the copy space or to insert their product or things along those lines that they can now do relatively easily with AI. So still, early days in terms of ultimately business adoption of this into their end projects, which is where our content goes, but we are seeing it increase at kind of a pretty steady clip. Jenn?

Yes. Thanks for the question Danny. So just to clarify, I think my comment there was a little bit more of a broader comment, and that is that historically for this business, when there are periods of macro uncertainty, where we tend to see it first, is in the agency side of our business. And that is intuitively as agency customers start to slow their spend, with the agency agencies slow their need for content from us. So, that wasn't necessarily a cause and effect there, with tariffs or trade wars, per se. It's just an anecdotal comment for us. So obviously in Q1, we did see our agency business in decline about 9%, roughly 9% year-on-year. We have seen steeper declines for sure in the agency business over the past couple of years, but a decline nonetheless. So it's an assumption for us that there is a bit of a slowdown macro impact on the agency customer side of things, and that's what we're seeing play out there. But no direct cause and effect that we would be able to definitively quantify there.